THIS AGREEMENT (the Agreement ), made and entered into this day of, 2012, to be effective, however, as of the date of Seller s acceptance by Seller s execution hereof (the Effective Date ), by and between C.C. Davis and Co. L.L.C., a Wyoming limited liability company ( Seller ), and (whether one or more, hereinafter referred to as Buyer ), on the terms and conditions set forth herein: 1. Property to be Purchased. Seller agrees to sell and convey to Buyer, by a good and sufficient Special Warranty Deed, and Buyer agrees to purchase, the following described real property located in Laramie and Albany Counties, Wyoming, to-wit (the Property ): See legal description attached hereto as Exhibit A and incorporated herein by this reference, including 50,333.34 deeded acres, more or less, plus associated state (3,949.16 acres) and U.S. Forest Service (5,120 acres) leases, together with the interests, easements, rights, benefits, improvements, appurtenances and attached fixtures appurtenant thereto (including windmills, stocktanks and fences), and together with all water and water rights, ditch and ditch rights, reservoir and reservoir rights, well and well rights appurtenant to or used in connection with the real property, excluding, however, any and all oil, gas and other mineral rights owned by Seller, if any. The final legal description shall be determined by the title policy referenced herein. 2. Purchase Price. The purchase price for the Property shall be dollars ($ ) (the Purchase Price ), to be paid as follows: a. Five percent (5%) of the Purchase Price in the form of a certified check or letter of credit payable to the order of Powell Title & Escrow shall be delivered to Seller s broker, Ranch Marketing Associates, LLC ( RMA ), on November 14, 2012 between 12:00 and 2:00 p.m. (MDT) along with a completed form of this Agreement executed by Buyer, and held as earnest money to be disbursed as provided herein (the Earnest Money ). b. Buyer shall pay the balance of the Purchase Price to Seller in cash or certified funds at closing. 3. Title. a. Title to the Property shall be conveyed to the Buyer. b. Seller shall obtain, at Seller s expense, a current commitment for title insurance on the Property, showing merchantable title in the Seller, and provide the same to Buyer within five (5) days from the Effective Date of this Agreement. c. Title shall be merchantable in Seller. Seller agrees to execute and deliver a special warranty deed to Buyer. Title shall be subject to general taxes for the year of closing, local improvement districts, irrigation, drainage and reservoir assessments, government programs currently in effect, guaranteed revenues to utility companies, PAGE 1 OF 10
building and zoning regulations, county and state subdivision and zoning laws, easements, restrictive covenants, and reservations of record, and shall exclude any and all oil, gas and other mineral rights owned by Seller, if any. d. If title is not merchantable or otherwise recordable and written notice of such defects in title is given by Buyer to Seller within fifteen (15) calendar days of delivery of the title insurance commitment and shall not be rendered merchantable before closing, then this Agreement, at Buyer s option, may be specifically enforced or may be declared void and of no effect, and each party hereto shall be released from all obligations hereunder and the payments made hereunder shall be thereupon returned forthwith to Buyer; PROVIDED, HOWEVER, that in lieu of correcting such defect(s), Seller may, prior to closing, obtain a commitment for owner s title insurance policy in the amount of the Purchase Price reflecting title insurance protection in regard to such defect(s), and the Buyer shall accept the then existing insured title in lieu of such merchantable title. e. Within reasonable time after the Closing Date, Seller agrees to provide Buyer, at Seller s sole cost and expense, a policy of title insurance for the full Purchase Price. The insurance policy shall insure free, clear unencumbered and marketable title in the Buyer. 4. Closing Agent. The closing agent for this transaction shall be Powell Title & Escrow (the Closing Agent ). 5. Assignment of State and U.S. Forest Service Leases. Seller shall assign unto Buyer all its present right, title and interest in and to all state and U.S. Forest Service leases which it currently holds in connection with the operation of the Property herein conveyed. 6. Closing and Possession. a. The closing shall be on December 16, 2012, or as mutually agreed between the parties (the Closing Date ) and shall be at the offices of the Closing Agent at 1271 North 15 th Street, Laramie, Wyoming. Buyer agrees that in the event that Buyer does not purchase livestock and/or equipment from Seller in connection with the purchase of the Property, Buyer will cooperate with Seller to agree upon a Closing Date or make other arrangements that allows Seller a reasonable amount of time to remove its livestock and/or equipment from the Property. b. On the Closing Date, Seller shall deliver to Buyer title of the Property and shall execute and/or deliver to Buyer the following: i. A Special Warranty Deed in the general form used in the State of Wyoming conveying the Property to Buyer subject only to restrictions, covenants or conditions, encumbrances, easements or encroachments of record, or any other encumbrance agreed to in PAGE 2 OF 10
writing by Buyer, and excluding any and all oil, gas and other mineral rights owned by Seller, if any. ii. iii. A Bill of Sale and/or other appropriate documents of conveyance transferring personal property. Any and all assignment and/or other appropriate/required documentation for assignment of the state and U.S. Forest Service leases held by Seller in connection with operation of the Property. c. On the Closing Date, the Seller shall deliver possession of the Property to Buyer, provided, however, that in the event that Buyer does not also purchase livestock and/or equipment from the Seller in connection with purchase of the Property, delivery of possession may be delayed as the parties may mutually agree and further provided, however, that delivery of possession of such portions of the Property that constitute employee housing shall be delayed by thirty (30) days from the Closing Date or date of delivery of possession of the remainder of the Property, whichever is later. d. On the Closing Date, the Earnest Money, and any and all other amounts paid by Buyer hereunder except for interest shall be credited against the Purchase Price, and Buyer shall deliver to Seller cash or certified funds in the amount of the balance of the Purchase Price. e. Seller shall pay the following expenses in connection herewith: (i) the title insurance policy premium; (ii) Seller s own attorneys fees; (iii) one-half of the fee assessed by the Closing Agent for handling closing; and (iv) pro-rata share of taxes and assessments accrued up to and including the Closing Date. f. Buyer shall pay the following expenses in connection herewith: (i) recording fees for recording the Special Warranty Deed; (ii) Buyer s own attorneys fees; (iii) one-half of the fee assessed by the Closing Agent for handling closing; (iv) pro-rata share of taxes and assessments accruing from and after the Closing Date; and (v) assignment fees for processing assignment of the state and U.S. Forest leases with the appropriate government entities. g. Other closing costs and fees shall be split equally by Buyer and Seller, or as customary. 7. Prorations. All taxes, assessments, rents, leases, permit fees, grazing allotments, and water assessments attributable to the Property, if any and as applicable, for the year of Closing shall be apportioned through and prorated as of the Closing Date. 8. Other Encumbrances. Any unreleased judgments, liens or other encumbrances affecting the Property shall be paid from the proceeds of this transaction, or, paid by the Seller in cash or certified funds at the Closing Date. PAGE 3 OF 10
9. Buyer s Independent Investigation. Buyer enters into this Agreement in full reliance upon Buyer s independent investigation and judgment. Buyer understands that the Property is to be conveyed in as is, where is condition, and Buyer accepts the Property in its entirety in "as is, where is" condition without any implied or express warranty by Seller or Seller s agents. Seller expressly disclaims any warranties of condition of fitness for particular use or purpose concerning the subject real or personal property. 10. Lead Based Paint Disclosures. Upon execution of this Agreement, the parties shall simultaneously execute a Lead-Based Paint form, which is incorporated herein by this reference. In this connection, Buyer has: (a) read the Lead Warning Statement and understands its contents; (b) received a lead hazard information pamphlet; and (c) waived Buyer s rights to conduct a risk-assessment or inspection for the presence of lead-based paint hazards. 11. Boundaries. Seller makes no representations regarding the precise location of the boundaries of the Property. In particular, Buyer should be aware that fences might not be located on the boundary lines. 12. Pending Litigation. Buyer is aware of pending litigation between Seller and Horse Creek Cattle Company Limited Partnership and/or David Berry concerning certain water rights/issues affecting the Property. Seller herein indemnifies Buyer from any liability incurred or caused by such litigation. Seller shall be responsible for continuation of such litigation until it is resolved, and shall pay any and all expenses, including legal fees, incurred in connection with such litigation before and after Closing. At Closing, Seller shall deliver Dollars ($ ) in cash or certified funds (together with all accrued interest thereon, the Escrow Funds ) to the Closing Agent (in its capacity as such, the Escrow Agent ), to be held in escrow pending resolution of such litigation pursuant and subject to the terms of an escrow agreement (the Escrow Agreement ) to be executed by Sellers, Buyer and the Closing Agent at Closing in form of Exhibit B attached hereto. The Escrow Funds shall serve as the primary source of funding and to secure the indemnification obligations of Seller to Buyer pursuant to this paragraph. 13. Seller s Representations. For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property as provided by this Agreement, Seller represents and warrants to Buyer the following as of the Effective Date of this Agreement: a. This Agreement constitutes the legal, valid, and binding obligation of Seller enforceable in accordance with its terms, Seller has full power and authority to enter into and perform the terms and conditions of this Agreement, Seller has obtained all necessary approvals and consents to the sale of the Property as contemplated by this Agreement, and the person executing this Agreement for Seller is fully and duly empowered and authorized so to act; b. Except for that certain pending litigation between Seller and Horse Creek Cattle Company Limited Partnership and/or David Berry concerning certain water rights/issues, there are no pending or, to the knowledge of Seller, threatened actions or proceedings against Seller or the Property that, if determined adversely to Seller, would PAGE 4 OF 10
materially adversely affect Seller s ability to perform its obligations under this Agreement or that would enjoin or prevent the consummation of the Closing; c. The compliance with or fulfillment of the terms and conditions of this Agreement will not conflict with, violate, constitute a default under, or result in a breach of the terms, conditions, or provisions of any of Seller s organizational documents or any agreement to which Seller is a party or by which Seller is otherwise bound; d. There are no known violations of applicable county and/or state subdivision, zoning, building and/or public health codes, ordinances, laws, rules and regulations and any recorded covenants in force and effect as of that date applicable to the Property; e. Neither Seller is a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended; f. There are no pending or, to the knowledge of Seller, threatened claims for labor performed, materials furnished, or services rendered in connection with constructing, improving, or repairing the Property with respect to which liens may or could be filed against the Property; g. Seller does not represent that it owns any mineral rights underlying the Property. h. None of the representations of Seller in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make any representation contained herein not misleading in light of the circumstances in which such representation is made; and i. The representations set forth in this Section 13 are true and correct as of the date of this Agreement and shall survive the Closing. 14. Buyer s Representations. For the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property as provided by this Agreement, Buyer represents and warrants to Seller that as of the Effective Date: a. This Agreement constitutes the legal, valid, and binding obligation of Buyer enforceable in accordance with its terms, Buyer has full power and authority to enter into and perform the terms and conditions of this Agreement, Buyer has obtained all necessary approvals and consents to the purchase of the Property as contemplated by this Agreement, and the person executing this Agreement for Buyer (if applicable) is fully and duly empowered and authorized so to act. b. Buyer represents and warrants to Seller that Buyer and all persons and entities owning (directly or indirectly) an ownership interest in Buyer are PAGE 5 OF 10
currently in compliance with and shall at all times prior to the Closing of this transaction remain in compliance with the regulations of the Office of Foreign Assets Control ( OFAC ) of the United States Department of the Treasury (including those named on OFAC s Specially Designated and Blocked Persons List) and any statute, executive order including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. 15. Risk of Loss. Risk of loss is to remain with Seller until closing. 16. Default and Remedies. a. Time is of the essence hereof, and if any payment or any other condition hereof is not made, tendered or performed by either the Seller or Buyer as herein provided, then this Agreement, at the option of the party who is not in default or breach, may be terminated by such party, in which case the non-defaulting party may recover such damages as may be proper, except as otherwise provided herein. b. In the event that Seller shall breach any of the terms of this Agreement, Buyer may elect to treat this Agreement as being in full force and effect and require specific performance of Seller, and nothing herein shall be construed to prevent its specific performance by Buyer. Buyer shall be entitled to recover reasonable attorneys fees and other expenses incurred in enforcing this Agreement with or without suit. c. In the event of default by the Buyer, Seller may, at Seller s option, waive specific performance, elect to terminate this Agreement, and receive the Earnest Money as liquidated damages. 17. Notices. All notices, demands, elections, deliveries, and other communications between the parties required or desired to be given in connection with this Agreement (each, a Notice ), to be effective under this Agreement, shall be in writing and shall be deemed to be given and received (i) when delivered personally; (ii) one business day after deposit with a national overnight courier service (e.g., Federal Express); or (iii) three (3) business days after deposit with the United States Postal Service as certified mail, return receipt requested; in any event with all charges or postage prepaid and addressed as follows: If to Buyer, with a copy to PAGE 6 OF 10
If to Seller, with a copy to Any party may from time to time designate another address for the receipt of future Notices by a Notice given as provided in this Section 17 to the other parties at the addresses set forth in, or as last provided by such other parties in accordance with, this Section 17. 18. Headings. The paragraph headings contained in this Agreement are for the convenience of the parties only and shall not be interpreted as part of this Agreement. 19. Assignment. This Agreement shall not be assignable by Buyer or Seller without prior written consent of the other. 20. Broker. The parties acknowledge having been informed of the agency relationships available under current law which are outlined in the Real Estate Brokerage Disclosure that is attached to this Agreement. Buyer acknowledges that Ron Morris of Ranch Marketing Associates LLC, a Colorado limited liability company ( Seller s Real Estate Agent ), represents Seller as Seller s agent. Seller has made arrangements with Seller s Real Estate Agent for the payment of a brokerage fee and/or commission to Seller s Real Estate Agent for services provided to Seller in connection with this transaction as Seller s Real Estate Agent. Other than such fee and/or commission to be paid by Seller to Seller s Real Estate Agent, Seller will only pay a brokerage fee or commission to any licensed broker which represents Buyer from the inception of Buyer s dealings with Seller (the Buyer s Real Estate Agent ), and only if such Buyer s Real Estate Agent is identified in the Brokerage Disclosure space provided below. If no such Buyer s Real Estate Agent is identified, Seller shall have no responsibility to pay any brokerage fee in connection with this transaction other than that to Seller s Real Estate Agent as set forth above. Buyer represents and warrants to Seller that it has not dealt with any other agents, brokers, salespersons, finders or other persons other than as disclosed in the Brokerage Disclosure, if applicable, and Buyer shall hold Seller harmless from and against any and all liability, expenses and attorneys fees sustained or incurred by Seller resulting from the actions of Buyer. The Seller hereby recognizes as Buyer s Real Estate Agent in this transaction, and agrees to pay to Buyer s Real Estate Agent a commission for services rendered. Buyer s Real Estate Agent shall register with Seller s Real Estate Agent by completing and delivering to Seller s Real Estate Agent a cooperating Broker Registration in the form attached hereto as Exhibit C. PAGE 7 OF 10
21. Attorneys Fees. In the event of any litigation or arbitration proceedings between the parties hereto with regard to the subject matter hereof, the prevailing party shall be entitled to recover its costs and expenses incurred in connection with such suit or proceeding, including its reasonable attorneys fees. 22. Necessary Documents. The parties hereto agree to execute any and all documents necessary to effectuate the purposes of this Agreement. 23. Survival of Terms. To the extent necessary to carry out all the terms and provisions hereof, the terms, obligations and rights set forth herein shall be deemed not terminated at the time of closing or necessarily merge into the various documents executed and delivered at such time. 24. Controlling Law. This Agreement shall be construed and enforced under the laws of the State of Wyoming. 25. Binding Effect. The parties agree and acknowledge that upon the execution of this Agreement by Buyer and acceptance hereof by the Seller, said document shall constitute a valid contract for the purchase and sale of real property designated herein. This Agreement when executed shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 26. Entire Agreement. The Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and there are no other promises, representations or warranties. All prior representations made in the negotiations of this sale have been incorporated herein, and there are no oral agreements or representations between Buyer, Seller or their agents to modify the terms and conditions of the Agreement. Any modification of this Agreement shall be by written instrument executed by duly authorized representatives of the respective parties. 27. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. Evidence of execution of this Agreement may be sent electronically or by facsimile and may be relied upon as an original document. 28. Acceptance by Seller. Execution of the Agreement by Buyer constitutes an offer to purchase the Property dated as of the date Buyer executes the Agreement as set forth across from Buyer s signature(s) below. The Agreement shall be deemed accepted by and shall be binding upon Seller only when it is executed by duly authorized representative of each of the University of Wyoming Foundation and the Colorado State University Research Foundation ( Authorized Officers ), and the execution or acceptance of this Agreement by any salesman or employee of Seller other than the Authorized Officers shall not be binding upon Seller. Unless Seller accepts this Agreement in accordance with the preceding sentence by 2:00 p.m. MDT on November 16, 2012, this offer shall be deemed revoked and the Earnest Money shall be returned to Buyer. PAGE 8 OF 10
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date of Seller s execution below. THIS AGREEMENT IS NOT BINDING UNLESS SIGNED BY BOTH PARTIES. THIS AGREEMENT TO PURCHASE AND SELL IS A FORM AGREEMENT THAT IS LEGALLY BINDING IF PROPERLY COMPLETED AND SIGNED BY BOTH PARTIES. IF EITHER PARTY IS UNCERTAIN AS TO THEIR OBLIGATIONS HEREIN, IT IS RECOMMENDED THAT THEY CONSULT LEGAL COUNSEL. DATE: (DATE OF OFFER), BUYER, BUYER BROKER ACKNOWLEDGMENTS THIS OFFER WAS RECEIVED by Seller at A.M./P.M. on day of, 2012. The undersigned Broker hereby acknowledges receipt of the Earnest Money deposit specified in Section 2.a. of the Agreement. Ranch Marketing Associates LLC, SELLER S BROKER BY: NAME: TITLE: PAGE 9 OF 10
THIS OFFER IS HEREBY ACCEPTED BY SELLER: For valuable consideration as recited in the above offer, we agree to sell and convey to the Buyer the above-described Property under the terms and conditions set forth above. We authorize the Closing Agent to pay out of the cash proceeds of sale the expenses of title insurance, as well as any encumbrances on said Property payable by us before Closing. We acknowledge receipt of a copy of this Agreement bearing our signatures and that of the Buyer named above. DATE: (Effective Date of Agreement) C.C. Davis and Co. L.L.C., SELLER BY: NAME: TITLE: BUYER HEREBY ACKNOWLEDGES RECEIPT of accepted Agreement this day of, 2012, at o'clock.m., BUYER, BUYER PAGE 10 OF 10
EXHIBIT A TO EXHIBIT A
EXHIBIT B TO COPY OF ESCROW INSTRUCTIONS EXHIBIT B
EXHIBIT C TO COPY OF COOPERATIVE BROKER REGISTRATION EXHIBIT C
Cooperating Broker Registration You are invited as a Broker Participant to work on the sale of the Y Cross Ranch offered for sale. The guidelines below will outline a working relationship with Ranch Marketing Associates, LLC. 1. Based upon your total involvement in the transaction, which is defined as being physically present at the showings, qualifying your buyer, preparing the bid and assisting in making the sale and its closing, we will pay the selling office a sales commission of 2.5% of the gross sales price. 2. If you would prefer to make a referral, we will pay you 20% of the commission received by Ranch Marketing Associates, LLC on the Selling side. 3. We suggest you register your prospect by a written letter or completing this form. 4. All bids must be brought to RMA on 11/13/2012 with earnest money submitted with the bid in the form of cashier s check or letter of credit. Any and all contact with the owners of the property must go through Ranch Marketing Associates, LLC. 5. Sufficient notice is requested for showings of the property. Contact Ron Morris of Ranch Marketing Associates, LLC (970)535-0881 to schedule a showing of the property. 6. If you are working with any other broker, it will be your responsibility for compensation out of your side of the commission. 7. You need to disclose your agency with this registration, no sub-agency will be offered. Ranch Marketing Associates, LLC Cooperating Office: Ron Morris, Broker/Partner Agent s Name: P.O. Box 160 Address Johnstown, CO 80534 City_State Zip Code 970-535-0881 Phone 970-535-9254 fax Fax ron@rmabrokers.com Email Buyers Name RMA Properties: Y Cross Ranch. Albany-Laramie County, Wyoming Date